HUMAN RESOURCE & REMUNERATION POLICY

HUMAN RESOURCE & REMUNERATION POLICY FOR THE BOARD OF DIRECTORS, BOARD COMMITTEES, EXECUTIVE DIRECTORS, BOARD APPOINTEES AND SENIOR MANAGEMENT

Number: BOD/CG/001

Effective Date: April 28, 2018

Version: 1

Objective:

This policy aims to set out the requirements and methodology of the determination of remuneration of the Board of Directors, the Board Committees, the Executive Directors, the

Board Appointees and members of the Senior Management.

  1. REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

 

1.1 The Board of Directors (“BoD”) shall, from time to time, determine and approve

the remuneration of the members of the BoD for attending Board Meetings.

Such level of remuneration shall be appropriate and commensurate with the

level of responsibility and expertise offered by the members of the BoD, and

shall be aimed at attracting and retaining members needed to govern the

Company successfully, and creating value addition.

1.2 The BoD shall ensure that the prevailing level of remuneration of the BoD does

not any time compromise the independence of independent members of the

BoD.

1.3 Members of the BoD may also be paid all travel/hotel/ancillary expenses related

to:

  1. a) attendance of Board Meeting(s);
  2. b) attendance of General Body Meetings; and/or
  3. c) business of the Company.

 

REMUNERATION POLICY 02 page

 

1.4 No single member of the BoD shall determine his/her own remuneration.

 

  1. REMUNERATION OF THE BOARD COMMITTEES MEMBERS

2.1 The Board of Directors (BoD) may, from time to time, determine and approve the

remuneration of the members of the Board Committees for attending Board

Committee meetings. Such level of remuneration shall be appropriate and

commensurate with the level of responsibility and expertise offered by the

members of the Board Committees, and shall be aimed at attracting and retaining

members needed to govern the Board Committees successfully, and creating

value addition

Title: HUMAN RESOURCE & REMUNERATION POLICY FOR THE BOARD OF DIRECTORS, BOARD COMMITTEES, EXECUTIVE DIRECTORS, BOARD APPOINTEES AND SENIOR MANAGEMENT

2.2 The BoD shall ensure that the prevailing level of remuneration of the Board Committee members does not any time compromise the independence of independent members of the Board Committees.

2.3 Members of the Board Committees may also be paid all travel/hotel/ancillary

expenses related to their attendance of Board Committee meetings.

 

2.4 The BoD may further determine and approve additional remuneration for any member of the Board Committees for performing additional services, including holding of office of Chairman of a Board Committee.

 

  1. REMUNERATION OF THE EXECUTIVE DIRECTORS

3.1 Chief Executive Officer

The remuneration of the Chief Executive Officer (“CEO”), in addition to ancillary benefits, and any amendments thereof, shall be determined and approved by the BoD, on the recommendation of the HRRC.

3.2 Other Executive Directors

The remuneration of the Executive Directors, in addition to ancillary benefits, and any amendments thereof, shall be determined and approved by the BoD, on the recommendation of the HRRC and the CEO.